Aerospace, Defense, and National Security

CFIUS, FOCI, and “Team Telecom” Clearances

Covington has a preeminent practice advising U.S. and foreign companies and business associations on all aspects of the U.S. national security review process for foreign investments under the Exon-Florio amendment, as administered by CFIUS.

We have handled many of the biggest successful transactions in the aerospace and defense sectors requiring CFIUS review in the last several years. This includes:

• high-stakes commercial investments requiring national security reviews by CFIUS;
• applying for, retaining, and defending challenges to facility security clearances;
• negotiating and implementing structures to mitigate and comply with the FOCI restrictions set forth in the National Industrial Security Program Operating Manual (NISPOM); and transactions involving high volumes of National Interest Determinations for contracts involving access to proscribed categories of information.

Data Privacy and Cybersecurity

Covington’s cybersecurity practice combines deep expertise developed at the highest levels of government with more than a decade of practical experience advising numerous Fortune 500 companies on cybersecurity risks.

Our cybersecurity practice is distinguished by two main factors:

1. our unsurpassed experience addressing the most sophisticated cybercrime confronting government and the private sector, and
2. the depth of support available to clients facing cybersecurity issues, from preparation and protection to incident response to defending claims and obtaining insurance recoveries for losses.

We have:

• responded to sophisticated state-sponsored attacks on leading defense contractors and other companies with substantial intellectual property;
• developed novel solutions to software development, supply chain, and information assurance concerns of the U.S. government with respect to foreign-owned software and IT companies;
• obtained recovery for companies that have incurred several of the largest consumer-related data breaches ever disclosed; and led the most significant prosecutions of insider thefts of classified information in the last decade.

Government Contracts

Our team has decades of experience representing aerospace and defense companies, ranging from critically important matters of the largest defense contractors to fundamental government contracts issues for startups and smaller companies.

Our practice covers the full range of matters, including claims, audit disputes, bid protests, investigations, strategic compliance and intellectual property advice, and other matters. We help defense companies navigate the maze of specialized laws and regulations that apply to government contracting and to understand the opportunities available to them in the volatile government procurement environment.

We also defend government contractors in high-profile tort litigation, including “contractors on the battlefield” cases.

Clients rely on us to devise creative and successful legal strategies for defense companies that increase their competitiveness while protecting their ability to do business with the government.

Our core government contracts team combines years of government, in-house, and law firm experience, and includes former senior U.S. government officials whose knowledge of the inner workings of the government complements the years of industry experience that our practitioners bring to bear on behalf of clients.

Mergers and Acquisitions

Ranked among Corporate Board Member’s best corporate law firms in the United States, Covington represents companies in the aerospace, defense, and national security industries in public and private transactions worldwide.

Our M&A clients include Global 100 companies, private equity firms and investment banks as well as venture-backed companies who depend on our industry knowledge to support their formative transactions. We have particular expertise in regard to both government contracts transactions and assisting clients in navigating the CFIUS review process.

For our M&A work in the aerospace, defense, and national security industries, we form interdisciplinary teams of Covington lawyers who are well positioned to address all aspects of the deal. Lawyers in our regulatory and industry practices work alongside deal counsel to identify and evaluate legal risk associated with the regulatory environment, and to develop and negotiate structures to accomplish our client’s business objectives.

Public Policy

Covington is recognized as among the best government relations firms in the United States and Europe by Chambers and Partners and other publications.

Our success helping clients through uniquely complex situations, where commercial interests are entangled with domestic politics and international policies, has earned us a reputation as global problem-solvers. Our “law-plus” approach to legal and regulatory issues includes carefully managing the larger political and business contexts surrounding them.

Covington’s roster of former government officials bring decades of experience in the U.S. Departments of Defense, Treasury, State, Commerce, Homeland Security, and Justice, the National Economic Council within the White House, and the Office of the U.S. Trade Representative.

Our team includes members of Congress who held positions of national security leadership in the Senate and the House as well as former staff members with Committees of jurisdiction such as the House Armed Services Committee.

Covington also represents corporations and individuals in congressional investigations. Our work spans the full scope of investigations—from discreet requests resolved with little public attention to some of the most high-profile and contentious investigations and oversight hearings for global companies.

Our clients include Fortune 100 and 500 companies, and we have prepared numerous CEOs and other senior corporate officers to testify before congressional oversight panels.

Trade Controls

Covington’s trade controls team is consistently ranked as a top practice by Chambers and Partners, which has identified us as “the leading firm for export controls issues.”

Our team advises on all aspects of compliance with the International Traffic in Arms Regulations (ITAR) and the dual-use export controls of the Export Administration Regulations (EAR). We provide legal advice on the full range of advisory and enforcement matters involving U.S. and European defense trade controls, including compliance across various jurisdictions with export controls, economic sanctions, and antiboycott laws and regulations.

Our work includes:

• establishing product/technology jurisdiction;
• advising on the frequent changes in the scope and character of U.S. and European defense trade controls;
• obtaining licensing and license agreements (e.g., Technical Assistance Agreements) for complex transactions;
• advocating changes in regulatory programs and legislation;
• establishing or bolstering internal compliance programs;
• providing training; and
• investigating, reporting, and navigating enforcement matters.

We also provide counsel on the nuclear export controls administered by the Department of Energy and Nuclear Regulatory Commission (NRC). We regularly interact with and appear before the key trade controls agencies, including the Directorate of Defense Trade Controls (DDTC) and the Bureau of Industry and Security (BIS).

We are also well-versed on treaties that have an impact on defense trade, including the Defense Trade Cooperation Treaties that the U.S. has signed with the United Kingdom and Australia, as well as the Arms Trade Treaty and the Convention on Cluster Munitions.

White Collar Defense and Investigations

Whether in the boardroom or the courtroom, Covington is recognized as one of the top white collar law firms in the country. With dozens of former prosecutors, including three former heads of the Criminal Division of the U.S. Department of Justice, we have unmatched expertise in handling our aerospace and defense clients’ toughest white collar issues and investigations. A key differentiator is our ability to combine deep white collar and False Claims Act (FCA) experience with substantive government contracts expertise to handle virtually every type of procurement fraud issue, including quality assurance and testing deficiencies, cost mischarging, CAS noncompliance, TINA/defective pricing, deficient subcontractor oversight, Procurement Integrity and conflict of interest issues, small business fraud, Price Reduction Clause violations, and violations of myriad other contract and regulatory obligations.

Our lawyers have decades of experience with the regulators and enforcement authorities with whom our clients interact, and we have a reservoir of credibility that can be leveraged on behalf of our clients. When legal and regulatory compliance issues arise, they often garner the attention of multiple regulators, enforcement authorities, and private litigants. We have extensive experience handling multi-regulator, multi-forum investigations and litigation, as well as the collateral issues that come along with them, including suspension and debarment proceedings and congressional investigations.

Notably, we have worked closely with numerous aerospace and defense companies in the recent past to obtain best-case-scenario results across a range of matters, including delivering multiple declinations to prosecute and successfully handling numerous FCA investigations and qui tam lawsuits.